Current Report Filing (8-k)
25 January 2018 - 5:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 23, 2018
SONIC
CORP.
(Exact name of Registrant as specified
in charter)
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Delaware
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(State or other jurisdiction of incorporation)
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0-18859
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73-1371046
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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300 Johnny Bench Drive
Oklahoma City, Oklahoma
(Address of Principal Executive Offices)
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73104
(Zip Code)
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Registrants’ telephone number,
including area code (734) 930-3030
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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This current report is neither an offer to sell nor a solicitation
of an offer to buy any securities of Sonic Corp. (the “Company”) or any subsidiary of the Company.
Item 1.01
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Entry into a Material Definitive Agreement.
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General
On January 23, 2018 (the “Pricing Date”), Sonic
Capital LLC, Sonic Industries LLC, America's Drive-In Brand Properties LLC, America's Drive-In Restaurants LLC, SRI Real Estate
Holding LLC and SRI Real Estate Properties LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary
of the Company (collectively, the “Co-Issuers”), Sonic Franchising LLC, a limited-purpose, bankruptcy remote, wholly-owned
indirect subsidiary of the Company (the “Guarantor”), the Company, Sonic Restaurants, Inc., and Sonic Industries Services
Inc., as manager, entered into a Purchase Agreement, dated January 23, 2018 (the “Purchase Agreement”), the form of
which is attached to this Form 8-K as Exhibit 10.1, with Guggenheim Securities, LLC, as initial purchaser, relating to the issuance
and sale of $170,000,000 million Series 2018-1 4.026% Fixed Rate Senior Secured Notes, Class A-2 (the “2018-1 Class A-2
Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Purchase Agreement dated January 23, 2018 among Sonic Capital LLC, Sonic Industries LLC, America's Drive-In Brand Properties LLC, America's Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer, Sonic Franchising LLC, as Guarantor, Sonic Industries Services Inc., as manager, the Company and Sonic Restaurants, Inc., as parent companies, and Guggenheim Securities, LLC, as initial purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SONIC CORP.
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(Registrant)
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/s/ Claudia S.
San Pedro
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Name:
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Claudia S. San Pedro
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Title:
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Executive Vice President and Chief Financial
Officer
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Date: January 23, 2018
Exhibit Index
Exhibit
Number
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Description
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10.1
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Purchase Agreement dated January 23, 2018 among Sonic Capital LLC, Sonic Industries LLC, America's Drive-In Brand Properties LLC, America's Drive-In Restaurants LLC, SRI Real Estate Holding LLC and SRI Real Estate Properties LLC, each as Co-Issuer, Sonic Franchising LLC, as Guarantor, Sonic Industries Services Inc., as manager, the Company and Sonic Restaurants, Inc., as parent companies, and Guggenheim Securities, LLC, as initial purchaser.
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